MCB GROUP LIMITED A public company limited by shares, with unlimited life, incorporated on 5 August 2013 in the Republic of Mauritius, bearing business registration number C13117853 and having its registered office at Sir William Newton Street, Port Louis, Mauritius. MUR 10,000,000,000 Multi-Currency Note Programme Under an MUR 10,000,000,000 multi-currency note programme (the “Programme”), MCB Group Limited (“MCBG” or the “Issuer”) may, from time to time issue notes (the “Notes”) subject to the terms and conditions (“Terms and Conditions”) contained in the programme memorandum dated 26 May 2021, as may be amended from time to time (the “Programme Memorandum”). Each issue of Notes will be effected on the terms and conditions set out herein and, in each case, on such additional terms as will be set out in a pricing supplement (the “Applicable Pricing Supplement”). Under the Programme Memorandum and a pricing supplement dated 26 May 2021 (the “First Applicable Pricing Supplement”), the Issuer is making an offer by way of a private placement of Notes, for an aggregate nominal amount of up to MUR 2,000,000,000 in one or more Tranches (the “First Notes”), to Investors (as defined in the definition section) (the “First Issue”) and these First Notes will be issued on 29 June 2021. The Issuer has made an application to the Listing Executive Committee (the “LEC”) of The Stock Exchange of Mauritius Ltd (“SEM”) in order to seek approval for the listing of the First Notes, by way of private placement, on the Official Market of the SEM. To that respect, the Programme Memorandum and the First Applicable Pricing Supplement have, for the purposes of the listing of the First Notes only, been amended to include particulars in compliance with the Listing Rules published by the SEM governing the listing of securities on the Official Market (the “SEM Rules”) and were submitted to the LEC. This updated Programme Memorandum (the “New Programme Memorandum”) and the updated First Applicable Pricing Supplement (the “New PS”) should be read in their entirety and, taken together, are deemed to be the listing particulars for the SEM purposes (the “Listing Particulars”). The approval of the LEC in relation to the listing of the First Notes has been obtained on 17 June 2021 and the listing and trading of the First Notes will be effective as from 30 June 2021. The First Notes have been rated as described in the New PS. The Notes are specialist debt securities and will be issued to qualified investors, that is, investors who are knowledgeable and understand the risks of investing in such specialist debt instruments. Prospective investors in the First Notes should ensure that they understand the nature of the First Notes and the extent of their exposure to the risks therein. They should also consider the suitability of the First Notes as an investment in light of their own circumstances and financial condition. 1 Issuer MCB Group Limited Arranger MCB Capital Markets LEC Reference Number: LEC/P/05/2021 New Programme Memorandum dated on 17 June 2021 and effective as from 30 June 2021 2 IMPORTANT NOTICES SELLING RESTRICTION The circulation and distribution of these Listing Particulars are required to inform themselves of, and to observe, any such restrictions. These Listing Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction in which it is unlawful to make such an offer or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. OTHER IMPORTANT INFORMATION Nothing in these Listing Particulars shall be construed as, and under no circumstances shall these Listing Particulars constitute an offer to sell the Notes to the public. The First Notes are being offered by way of private placement under the Programme Memorandum and First Applicable Pricing Supplement. These Listing Particulars may not be reproduced or used in whole or in part for any other purpose. Save as otherwise indicated, the financial information regarding the Issuer set out in this New Programme Memorandum has been derived from its audited annual financial statements for the year ended 30 June 2020. The Issuer’s audited financial statements which have been prepared in accordance with International Financial Reporting Standards are presented in MUR, the reporting currency of the Issuer and were audited by its independent auditors. For the purposes of calculating the MUR equivalent of the aggregate Nominal Amount of the Notes issued under the Programme from time to time, the MUR equivalent of the Notes denominated in another Specified Currency (as specified in the Applicable Pricing Supplement) shall be determined as of the date of the agreement to issue such Notes (the “Agreement Date”) on the basis of the spot rate for the sale of the MUR against the purchase of such Specified Currency in the Mauritian foreign exchange market indicated by the Bank of Mauritius through the Consolidated Indicative Exchange Rate (calculated as the average of the TT buying and TT selling price) on the Agreement Date (the “Conversion Rate”). In relation to Zero Coupon Notes and other Notes, the Conversion Rate shall be applied to the net subscription proceeds received by the Issuer for the relevant issue and as regard Partly-Paid Notes and Index-Linked Notes, the Conversion Rate shall be applied to the Nominal Amount regardless of the amount paid up on such Notes. Any information on taxation contained in this New Programme Memorandum is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of this New Programme Memorandum are not to be construed as investment, legal or tax advice. Investors should consult their own lawyer, accountant, or investment advisor as to legal, tax and related matters concerning their investment. 3 RESPONSIBILITY STATEMENTS AND DISCLAIMERS The Issuer, having made all reasonable enquiries, confirms that the Listing Particulars contain or incorporate all information which is material in the context of the issue and the offering of the First Notes, that the information contained or incorporated in the Listing Particulars is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in the Listing Particulars are made to the best knowledge and belief of the Issuer and that there are no other facts, the omission of which would make the Listing Particulars or any of such information or expression of any such opinions or intentions misleading. A copy of the Listing Particulars will be filed with the Financial Services Commission (the “FSC”). Neither the LEC, nor the SEM, nor the FSC assume any responsibility for the contents of the Listing Particulars. The LEC, SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in the Listing Particulars and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. The LEC, SEM and the FSC do not vouch for the financial soundness of the Issuer or for the correctness of any statements made or opinions expressed with regard to it. The Arranger and the other professional advisers have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by them as to the accuracy or completeness of the information contained in the Listing Particulars or any other information provided by the Issuer. The Arranger and the other professional advisers do not accept any liability in relation to the information contained in the Listing Particulars or any other information provided by the Issuer in connection with the Programme. The Listing Particulars and such other information provided in connection with the Programme, are not intended to provide a basis for any credit or other evaluation. Furthermore, nothing in the Listing Particulars shall be construed as a recommendation by the Issuer and/or the Arranger that any recipient thereof should purchase any Notes. Prospective investors should use their own professional judgement when considering a subscription to the Notes. No person has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with the Listing Particulars or any other document entered into in relation to the Programme or any other information supplied by the Issuer in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Each Investor contemplating the subscription for, or purchase of, any Notes should determine for itself the relevance of the information contained in the Listing Particulars and should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its subscription for, or purchase of Notes should be based upon any such investigation as it deems necessary. Neither the Listing Particulars nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer, to any person to subscribe for or to purchase any Notes. This New Programme Memorandum is to be read in conjunction with all relevant documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This New Programme Memorandum shall be read and construed on the basis that such documents, as applicable, are incorporated into and form part of this New Programme Memorandum. 4 8.1 Background and Principal Activities ..................................................................................... 44 8.2 A Catalyst for Socio-Economic Development......................................................................